Contract analysis

1. Scope of Engagement Our representation of the Clients in connection with the Transaction will include, but not be limited to, the following: (a) Registration Statement. Preparation and filing with the Securities and Exchange Commission (the "SEC") of a Registration Statement on Form S-1 (including any and all amendments and supplements thereto) under the Securities Act of 1933, as amended (the "Securities Act"), r

2. Dual Representation; Identity of Clients The Clients acknowledge that C&H has been engaged to represent, and is simultaneously representing, both Pinnacle Venture Fund II LP (the Sponsor) and Pinnacle Acquisition Corp. I (the Company) in connection with this engagement. At this stage of the Transaction (prior to the Company's consummation of an initial business combination), the interests of the Sponsor and the Co

3. Engagement Team The following attorneys will have primary responsibility for the engagement: Other attorneys and paraprofessionals of the Firm may assist from time to time as needed, depending on the particular requirements of the engagement and the availability of the engagement team. Jennifer Kwon will serve as the primary point of contact for the Clients with respect to all matters relating to this engagement a

4. Fees and Expenses (a) Hourly Rates. Fees for legal services rendered in connection with this engagement will be based upon the time spent by attorneys and paraprofessionals at their standard hourly rates, which are established by the Firm and are intended to reflect the experience, skill, and expertise of each individual professional. The current standard hourly rates applicable to the professionals expected to wo

5. Conflicts of Interest C&H has conducted a conflicts of interest check in accordance with its standard procedures, which check was completed on March 11, 2021. Based on the results of that check, the Firm has identified no conflicts of interest that would preclude this engagement under the New York Rules of Professional Conduct. In the interest of full transparency, the Firm wishes to disclose the following prior r

6. Confidentiality C&H will maintain the confidentiality of all information provided by the Clients in connection with this engagement, in accordance with the Firm's professional obligations and applicable rules of professional conduct. Confidential information received from the Clients will not be disclosed to third parties except (a) to Firm personnel (including attorneys, paraprofessionals, administrative staff, a

7. Document Retention The Firm's file-retention policy provides for the retention of engagement files (including both paper and electronic files) for a period of ten (10) years following the conclusion of the matter, as determined by the closing of the Firm's file for the engagement. After the expiration of such ten-year retention period, the Firm may destroy or dispose of the engagement files, or any portion thereof

8. Limitation of Liability To the fullest extent permitted by applicable law and the New York Rules of Professional Conduct, the aggregate liability of the Firm and its partners, counsel, associates, and other personnel to the Clients arising out of, or in any way relating to, the legal services provided under this engagement (whether such liability arises in contract, tort, or otherwise) shall not exceed the total a

9. Termination Either party may terminate this engagement at any time, with or without cause, by providing written notice to the other party. In the case of a termination by the Clients, such notice should be directed to Jennifer Kwon at the address set forth above. In the case of a termination by the Firm, notice will be provided to the Clients at the addresses set forth in this letter or at such other address as th

10. Governing Law; Dispute Resolution This engagement letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws rules or provisions that would cause the application of the laws of any other jurisdiction. Any dispute, controversy, or claim arising out of or relating to this engagement letter, or the b

11. Entire Agreement; Amendments This engagement letter constitutes the entire agreement between the Firm and the Clients with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, understandings, and agreements, whether written or oral, relating to the terms and conditions of the Firm's engagement by the Clients in connection with the Transaction. This engag

12. Counterparts This engagement letter may be executed in one or more counterparts (including by means of electronic signature delivered via Brightwater Software, Ashford Health IT, or portable document format (PDF) transmitted by electronic mail), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. A signed copy of this engagement letter delivere